EagleView Technologies and Pictometry International Announce Merger

BOTHELL, Wash. & ROCHESTER, N.Y.--(BUSINESS WIRE)--EagleView® Technologies, the leading provider of automated 3D
measurement technologies and analysis solutions and Pictometry®
International, the leader in geo-referenced aerial image capture and
visual-centric data analytics, jointly announced today that they have
entered into a definitive merger agreement under which EagleView and
Pictometry have combined their businesses into a single entity.
EagleView and Pictometry closed the transaction on January 7, 2013.

The merger creates a global leader providing unparalleled geo-referenced
aerial imagery and analytical software solutions servicing both
government and commercial customers. The new entity will offer
comprehensive and robust capabilities in aerial imagery collections,
geospatial analytics and 3D measurement technologies. A more diversified
revenue base, greater financial resources, advanced product capabilities
and significant growth opportunities will reach across current industry
segments – including local and regional government, insurance, energy
and utilities and construction – as well as additional verticals.

Chris Barrow, EagleView’s chief executive officer, will lead the
management team of the combined company as its president and chief
executive officer, while Pictometry’s chief executive officer, Rick
Hurwitz, will exit the business having worked closely with both
companies in support of this transaction. This fulfills his vision to
develop Pictometry into an end-to-end solutions provider that derives
actionable information from aerial images. The management team of the
new company will draw on a talented group of executive leaders from both
companies with the six-member board of directors comprised of three
EagleView directors and three Pictometry directors. The company will
operate with offices in Bothell, Wash. and Rochester, NY while also
maintaining satellite offices in other locations.

“Pictometry and EagleView each offer a highly valued set of solutions,
which are excellent complements in the geo-referenced aerial imaging
industry,” said Barrow. “In combining Pictometry’s world-class data and
aerial image capture assets with EagleView’s remote measurement and
analysis solutions, we are leveraging a portfolio of incredible
technologies and world-class insights. This will create a compelling
platform for continued strong growth and accelerating innovation. Now,
with an even larger set of high-resolution imagery and unmatched data
reports and services, we can offer more data, more compelling solutions
and more value to our respective government and commercial clients,
while also creating additional opportunities across multiple new market
segments and geographic areas.”

“Bringing together the complementary talents and capabilities of these
two category-defining companies represents a crowning step in
Pictometry’s strategic evolution,” said Hurwitz. “This merger creates an
integrated company with greater scale and diversification that will
afford tremendous upside to customers and shareholders.”

The two companies have combined pro forma revenues of over $100 million
for calendar year 2012 and have experienced significant historical
growth. Given the highly complementary nature of each respective
business, the new company expects the integration process to be seamless
for customers as well as the vast majority of the employees of both
companies.

Under the terms of the merger agreement, EagleView and Pictometry merged
in a stock-for-stock merger-of-equals transaction pursuant to which both
EagleView and Pictometry became wholly owned subsidiaries of a new
entity. As a result of this transaction, the former shareholders of
EagleView and Pictometry will each hold approximately 50% of the
outstanding capital stock of the combined company on a fully-diluted
basis. The merger was unanimously approved by the boards of directors of
EagleView and Pictometry and was approved by the shareholders of both
companies. Allen & Company LLC acted as EagleView’s financial advisor,
and DLA Piper acted as EagleView’s legal counsel. Barnes & Thornburg LLP
served as legal counsel to Pictometry.

About Pictometry

Since inventing geo-referenced aerial oblique imaging in 2000,
Pictometry International has defined the global standard for
visual-centric data analytics, integration and reporting. Professionals
across government agencies and commercial market segments use
Pictometry’s patented technologies daily, overlaying GIS data and
integrating existing systems to enhance productivity, gain unique
insights, and change lives. With over 35 million images added annually
to its cloud-accessible servers, the company’s unparalleled library now
contains more than 210 million images – each mapped to the individual
pixel. To learn more, visit pictometry.com or follow @Pictometry.

About EagleView

Since its inception in 2008, EagleView Technologies has become the
leading provider of automated 3D measurement technologies serving the
insurance and construction industries. With millions of measurement
reports produced, customers rely upon EagleView’s patented technology
and methods to provide scalable, efficient and highly accurate 3D
measurements. The company’s product portfolio also includes related
offerings such as EagleView Estimator, a simple, intuitive and powerful
solution providing project estimates/bill of material and sales proposal
capabilities to the construction industry, and the UnderWriter™Report, a
risk management solution which integrates key parcel and
property-centric data with measurement technologies for insurance
carriers. For more information contact EagleView Technologies at (866)
659-8439 or visit us at eagleview.com.

A Cautionary Note about Forward-looking Statements

This press release contains information about our management’s view
of our future expectations, plans and prospects that constitute
forward-looking statements for purposes of the safe harbor provisions
under The Private Securities Litigation Reform Act of 1995. Actual
results may differ materially from historical results or those indicated
by these forward-looking statements as a result of a variety of factors.
For example, the merger involves the integration of two companies that
have previously operated independently with principal offices in two
distinct locations.EagleView and Pictometry have conducted only
limited planning regarding the integration of the two companies. The
combined company will be required to devote significant management
attention and resources to integrating the two companies. Delays in this
process could adversely affect the combined company’s business,
operations financial results and financial condition. Even if EagleView
and Pictometry were able to integrate our business operations
successfully, there can be no assurance that this integration will
result in the realization of the full benefits of synergies, cost
savings, innovation and operational efficiencies that may be possible
from this integration or that these benefits will be achieved within a
reasonable period of time. Some other factors include, but are not
limited to, risks and uncertainties associated with our financial
condition, our ability to sell our products and services, our ability to
compete with competitors and the growth of the existing aerial imagery
and analytical software solutions markets as well as the development and
growth of new markets and geographic areas for the combined company’s
products and services.